6210

Authorization procedure and Trade Register aspects for CAEN 6210

Setting up a company that will carry out activities under CAEN code 6210 – 'Custom software development activities (client-oriented software)' – requires going through the standard registration stages at the Trade Register (ONRC), with the mention that, for this field, there are no prior operating authorizations issued by other institutions, except in cases where services are provided in regulated sectors (e.g., financial-banking, healthcare). When filing the application, a sworn declaration according to Law 359/2004 is completed, whereby the associate confirms compliance with the operating conditions. The main activity must be declared as CAEN 6210, and for the effective performance of the activity, the registered office must be real and correspond to its intended use (office space or professional headquarters). There is no specific minimum share capital, but the general rules of Law no. 31/1990 apply (minimum 1 RON for LLCs). If the company will enter into contracts with clients from abroad, registration in the register of intra-Community operators at the Tax Authority (ANAF) is recommended.

Regulatory framework, specific approvals, and control institutions

The custom software development activity is not subject to special approvals from sectoral regulatory authorities. The main control institutions are the Tax Authority (ANAF) (for taxation) and the Labor Inspectorate (ITM) (for labor relations). If the company develops software in areas involving sensitive data (e.g., medical, financial), regulations such as GDPR (EU Regulation 679/2016) and related national legislation (Law 190/2018) may become applicable. In this case, it is required to appoint a data protection officer and implement appropriate technical and organizational measures. There is no prior approval from the National Authority for Consumer Protection (ANPC) or other authority, but contracts with clients must comply with the provisions of the Civil Code and, where applicable, Government Ordinance no. 130/2000 on consumer protection (if addressed to individuals). Also, for the assignment of copyright on the software, Law no. 8/1996 on copyright and related rights applies, and contracts must expressly provide for the transfer of economic rights.

Tax management, ANAF audit risk, and specific accounting

From a tax perspective, taxpayers carrying out CAEN 6210 may opt for the income tax system (micro-enterprise) if they meet the legal conditions (turnover under EUR 1,000,000, at least one employee, etc.) or may be profit tax payers (16%). For income from software services provided to legal entities in Romania, an invoice is issued with 19% VAT (if VAT-registered) or without VAT (if applying the special exemption regime). For the export of software services to clients outside the EU, a 0% VAT rate applies, provided it is justified by specific documents (contract, invoice, delivery confirmation). I strongly recommend that, as of January 1, 2024, all invoices issued to entities in Romania be transmitted through the RO e-Factura system, under penalty of fines imposed by ANAF. Regarding the audit risk, ANAF may check the reality of the services, especially in the case of contracts with clients in tax havens or unjustified transfer prices. It is mandatory to prepare a transfer pricing file if the value of transactions with related parties exceeds legal thresholds (EUR 500,000 annually for services). The accounting must reflect separately the development costs (salaries, consumables, equipment depreciation) and, in the case of the creation of intangible assets (the software), it may opt for capitalizing costs according to IAS 38 if the recognition criteria are met. I recommend keeping a record of working hours allocated to each project, to justify the invoicing price in case of an audit. The tax vector is completed with code 6210 and, if related activities are also carried out (e.g., 6201 – software development activities), all relevant codes will be declared. For employees involved in development, the general regime of income tax and social contributions applies, without special tax facilities (except for the possible income tax exemption for programmers, according to Government Emergency Ordinance (OUG) 33/2023, if the workplace is in Romania and the gross monthly income does not exceed RON 30,000).